WEBSTER FINANCIAL CORP

WEBSTER FINANCIAL CORP false 0000801337 --12-31 0000801337 2026-08-20 2026-08-20 0000801337 us-gaap:CommonStockMember 2026-08-20 2026-08-20 0000801337 us-gaap:SeriesFPreferredStockMember 2026-08-20 2026-08-20 0000801337 us-gaap:SeriesGPreferredStockMember 2026-08-20 2026-08-20 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 20, 2026 WEBSTER FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-31486 06-1187536 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 200 Elm Street , Stamford , Connecticut 06902 (Address and zip code of principal executive offices) 203 - 578-2202 (Registrant’s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbols Name of each exchange on which registered Common Stock, par value $0.01 per share WBS New York Stock Exchange Depositary Shares, each representing 1/1000th interest in a share of 5.25% Series F Non-Cumulative Perpetual Preferred Stock WBS-PrF New York Stock Exchange Depositary Shares, each representing 1/40th interest in a share of 6.50% Series G Non-Cumulative Perpetual Preferred Stock WBS-PrG New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ INTRODUCTORY NOTE. This Current Report on Form 8-K is being filed in connection with the completion on August 20, 2026 (the “Closing Date”) of the previously announced acquisition of Webster Financial Corporation, a Delaware corporation (“Webster”), by Banco Santander, S.A., a Spanish sociedad anónima (“Banco Santander”), pursuant to a transaction agreement dated February 3, 2026 (the “Transaction Agreement”), by and among Banco Santander, Webster and a wholly-owned subsidiary of Webster incorporated in the State of Virginia (“Webster Virginia”). Among other things, the Transaction Agreement provides for the merger of Webster with and into Webster Virginia, with Webster Virginia continuing as the surviving corporation in such merger transaction (the “Reincorporation Merger”), and, immediately afterwards, the acquisition by Banco Santander of all outstanding shares of Webster Virginia common stock through a statutory share exchange, all subject to the terms and conditions of the Transaction Agreement (the “Share Exchange” and, together with the Reincorporation Merger, the “HoldCo Transactions”). Immediately following the completion of the HoldCo Transactions, Banco Santander contributed all outstanding shares of Webster Virginia common stock to Santander Holdings USA, Inc., a wholly-owned subsidiary of Banco Santander (“SHUSA”) (the “Webster Virginia Contribution”), pursuant to the terms of a share contribution agreement (the “Contribution Agreement”) by and between Banco Santander and SHUSA. Immediately following the Webster Virginia Contribution, Webster Virginia merged with and into SHUSA (the “IHC Merger”), pursuant to the terms and conditions of an Agreement and Plan of Merger by and between SHUSA and Webster Virginia (the “IHC Agreement and Plan of Merger”) and the Virginia Stock Corporation Act. ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference. The HoldCo Transactions were consummated on the Closing Date, and, as a result, Banco Santander acquired all outstanding shares of Webster common stock, par value $0.01 per share (the “Webster Common Stock”). Pursuant to the terms and conditions of the Transaction Agreement, each share of Webster Common Stock issued and outstanding immediately prior to the effective time of the Reincorporation Merger was exchanged for the right to receive from Banco Santander 2.0548 Banco Santander American Depositary Shares and $48.75 in cash, without interest. Upon the closing of the HoldCo Transactions, Webster Virginia, the successor by merger to Webster, became a wholly-owned subsidiary of Banco Santander. In addition, at the effective time of the Reincorporation Merger, (i) each share of 5.25% Non-Cumulative Perpetual Preferred Stock, Series F, par value $0.01 per share, of Webster (the “Webster Series F Preferred Stock”) issued and outstanding immediately prior to the effective time of the Reincorporation Merger (other than shares held in treasury) was automatically converted into one share of 5.25% Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, of Webster Virginia (the “Webster Virginia Series A Preferred Stock”), (ii) each depositary share representing a 1/1000th interest in a share of the Webster Series F Preferred Stock became a depositary share representing a 1/1000th interest in a share of the Webster Virginia Series A Preferred Stock (the “Webster Virginia Series A Depositary Shares”), (iii) each share of 6.50% Non-Cumulative Perpetual Preferred Stock, Series G, par value $0.01 per share, of Webster (the “Webster Series G Preferred Stock,” and, together with the Webster Series F Preferred Stock, the “Webster Preferred Stock”) issued and outstanding immediately prior to the effective time of the Reincorporation Merger (other than shares held in treasury) was automatically converted into one share of 6.50% Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share, of Webster Virginia (the “Webster Virginia Series B Preferred Stock”) and (iv) each depositary share representing a 1/40th interest in a share of the Webster Series G Preferred Stock became a depositary share representing a 1/40th interest in a share of the Webster Virginia Series B Preferred Stock (the “Webster Virginia Series B Depositary Shares”). Immediately following the completion of the HoldCo Transactions, pursuant to the Contribution Agreement and the IHC Agreement and Plan of Merger, Banco Santander contributed all outstanding shares of Webster Virginia common stock to SHUSA, and immediately following the completion of the Webster Virginia Contribution, Webster Virginia was merged with and into SHUSA, with SHUSA continuing as the surviving corporation in the IHC Merger. In addition, at the effective time of the IHC Merger, (i) each share of Webster Virginia Series A Preferred Stock issued and outstanding immediately prior to the effective time of the IHC Merger (other than shares held in treasury) was automatically converted into the right to receive one share of Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series H, par value $0.01 per share, of SHUSA (the “Series H Preferred Stock”), (ii) each Webster Virginia Series A Depositary Share became a depositary share representing a 1/1000th interest in a share of the Series H Preferred Stock, (iii) each share of Webster Virginia Series B Preferred